| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SEMR | Class A Common Stock | Sale | -$996K | -90.1K | -2.34% | $11.06 | 3.75M | Nov 29, 2023 | Shchegolev Holdings, LLC | F1, F2, F3 |
| transaction | SEMR | Class A Common Stock | Sale | -$47.4K | -4.31K | -0.11% | $11.01 | 3.75M | Nov 30, 2023 | Shchegolev Holdings, LLC | F1, F3, F4 |
| holding | SEMR | Class A Common Stock | 5.82M | Nov 29, 2023 | Direct | F5 | |||||
| holding | SEMR | Class A Common Stock | 6M | Nov 29, 2023 | The Oleg Shchegolev Grantor Retained Annuity Trust II | F6 | |||||
| holding | SEMR | Class A Common Stock | 23.7M | Nov 29, 2023 | The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 | F7 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2023. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. |
| F3 | These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. |
| F5 | A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. |
| F6 | These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| F7 | These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
On December 1, 2023, the Reporting Person filed a Form 4 which incorrectly reported that the Reporting Person sold shares of Class A Common Stock that were held directly by the Reporting Person on November 29, 2023 and November 30, 2023. This Form 4/A makes the correction to report that the Reporting Person sold shares of Class A Common Stock that were held indirectly through Shchegolev Holdings, LLC on each such date.